EXHIBIT 10.9(o)
EMPLOYMENT AGREEMENT
This Agreement
("the Agreement") dated as of the 1st day of August, 2003
(the "Effective Date"), is by and between
CryoLife, Inc., a Florida corporation
("CryoLife") and Thomas J. Lynch, J.D.,
Ph.D. (the "Employee").
WITNESSETH:
WHEREAS, the
Board of Directors of CryoLife (the "Board"), has determined
that it is in the best interests of
CryoLife and its shareholders to enter into
this Employment Agreement in order to
assure the Employee of CryoLife's
commitment and, in so doing, to motivate
the Employee to continue in Employee's
dedicated service to CryoLife,
WHEREAS, in
order to accomplish these objectives, the Board has caused
CryoLife to enter into this Agreement.
NOW, THEREFORE,
in consideration of the premises, the promises hereinafter
set forth and other good and valuable
consideration, the receipt and sufficiency
of which are hereby acknowledges, it is
hereby agreed as follows:
1. Employment.
(a) CryoLife hereby employs Employee in the capacity of Vice
President, Regulatory Affairs and Quality
Assurance and Employee hereby accepts
such duties as are customarily performed
and exercised by such officer subject
to the supervision of the President of
CryoLife. The duties of Employee shall
include those duties more specifically
described on Exhibit A attached hereto
together with such additional duties as are
assigned by the President of
CryoLife.
(b) CryoLife agrees to continue the Employee in its employ, and
the
Employee hereby agrees to remain in the
employ of CryoLife subject to the terms
and conditions of this Agreement, for the
period commencing on the Effective
Date and ending on the second anniversary
of such date (the "Employment
Period"). Unless either party elects not to
extend the term of this Agreement by
so notifying the other in writing at least
30 days prior to the first
anniversary of the Effective Date, the
Employment Period shall automatically
extend for an additional one year.
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2. Employment Duties.
(a) During the Employment Period, and excluding any periods of
vacation and sick leave to which the
Employee is entitled, the Employee agrees
to devote reasonable attention and time to
the business and affairs of CryoLife
and, to the extent necessary to discharge
the responsibilities assigned to the
Employee hereunder, to use the Employee's
reasonable best efforts to perform
faithfully and efficiently such
responsibilities.
(b) During the Employment Period, the Employee will not, without
the
prior written consent of CryoLife, directly
or indirectly other than in the
performance of the duties hereunder, render
services of a business, professional
or commercial nature to any other person or
firm, whether for compensation or
otherwise, except with respect to any
noncompetitive family businesses of the
Employee for which the rendering of such
services will not have an adverse
effect upon Employee's performance of his
duties and obligations hereunder.
3. Compensation, Benefits and Business Expenses.
(a) For all services which Employee renders to CryoLife or any of
its
subsidiaries or affiliates during the term
hereof, CryoLife agrees to pay the
Employee the salary and bonus compensation
as set by the Compensation Advisory
Committee of the Board of Directors.
Employee's salary at the Effective Date is
set forth on Exhibit A.
(b) CryoLife shall pay all reasonable expenses incurred by the
Employee directly related to performance of
his responsibilities and duties for
CryoLife hereunder. Employee shall submit
to CryoLife statements that justify in
reasonable detail all reasonable expenses
so incurred. Subject to such audits as
CryoLife may deem necessary, CryoLife shall
reimburse Employee the full amount
of any such expenses advanced by
Employee.
(c) Employee shall be entitled to a vacation each year of his
employment with CryoLife, according to the
standard vacation policy, as well as
insurance and other employment benefits, as
more particularly described on
Exhibit A. Vacations not taken shall be
cumulative and carried over to a
subsequent year.
4.
Termination of Employment.
(a) Disability or Death. If CryoLife determines in good faith that
the
Disability of the Employee has occurred
during the Employment Period (pursuant
to the definition of Disability set forth
below), it may give to the Employee
written notice in accordance with Section
11(b) of this Agreement of its
intention to terminate the Employee's
employment. In such event, the Employee's
employment with CryoLife shall terminate
effective on the 30th day after receipt
of such notice by the Employee (the
"Disability Effective Date"), provided that,
within the 30 days after such receipt, the
Employee shall not have returned to
full-time performance of the Employee's
duties. For purposes of this Agreement,
"Disability" shall mean the absence of the
Employee from the Employee's duties
2
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with CryoLife on a full-time basis for 180
consecutive business days as a result
of incapacity due to mental or physical
illness which is determined to be total
and permanent by a physician selected by
CryoLife or its insurers and acceptable
to the Employee or the Employee's legal
representative. The Employee's
employment shall terminate automatically
upon the Employee's death during the
Employment Period.
(b) Cause. CryoLife may terminate the Employee's employment during
the
Employment Period for Cause. For purposes
of this Agreement, "Cause" shall mean:
(i) the willful and continued failure of the Employee to
perform
substantially the Employee's duties with
CryoLife (other than any such failure
resulting from incapacity due to physical
or mental illness), after a written
demand for substantial performance is
delivered to Employee by the Board or the
Chief Executive Officer of CryoLife which
specifically identifies the manner in
which CryoLife believes that the Employee
has not substantially performed the
Employee's duties, or
(ii) the willful engaging by the Employee in illegal conduct or
gross misconduct which is materially and
demonstrably injurious to CryoLife.
For purposes of this provision, no act or
failure to act, on the part of the
Employee, shall be considered "willful"
unless it is done, or omitted to be
done, by the Employee in bad faith or
without reasonable belief that the
Employee's action or omission was in the
best interests of CryoLife. Any act, or
failure to act, based upon authority given
pursuant to a resolution duly adopted
by the Board or upon the instructions of
the Chief Employee Officer or a senior
officer of CryoLife or based upon the
advice of counsel for CryoLife shall be
conclusively presumed to be done, or
omitted to be done, by the Employee in good
faith and in the best interests of
CryoLife.
(c) Notice of Termination. Any termination by CryoLife for
Cause,
shall be communicated by Notice of
Termination to the other party hereto given
in accordance with Section 11(b) of this
Agreement. For purposes of this
Agreement, a "Notice of Termination" means
a written notice which (i) indicates
the specific te
